Fighting Secret
by Tritessa Malaise
Summary: She wasn't supposed to get involved; just live her life out like normal people. But when do things ever go the way you want them? Now, the Earth is in danger and the more she tries to stay out of it, the more she is needed...
1. Delivery

**A/N: So! This is my first Ben 10: Alien Force fic. Yay me!!!! I hope you all enjoy it.**

"So why exactly are we here of all places?" Gwen's voice asked through the crowd of aliens as her, Kevin and Ben walked through an alien rest stop.

Ben looked back at her with his usual smirk, "The legendary Ben 10 has to fulfill a mission for the Dan`aar," he replied pointing to himself with his thumb.

Both Kevin and Gwen rolled their eyes in response to his, "Yeah well Mister Legendary, you're obviously doing it wrong because what you have to deliver has just been stolen…" Kevin sneered sarcastically with a smirk.

"What?!" Ben gasped and looked over his form to what he had been carrying before realizing Kevin was right and looking around for someone who might be the culprit. He found him, "Hey stop!" he shouted.

The alien looked back over his shoulder; he was two feet taller then Ben with a purple scythe like horn coming from the left side of his head. His skin was a navy blue with four beady yellow eyes and a muscled figure; someone Ben on his own couldn't handle. Twisting the dial on the Omnitrix, a green hologram of Humungasaur appeared before he slapped his hand down over it. With a green glow his body changed into that of a seven foot tall, bipedal dinosaur with the face plate of the Omnitrix on his chest. With a roar, he charged after the alien who then began running away from him. Both Gwen and Kevin soon joined in the chase.

Even for someone like Humungasaur, this alien was more then a match as it skid and whirled around to throw a punch. His fist connected and sent the oversized alien flying back into a wall. A black figure jumped up from a table when it was knocked over thanks to a giant tail crashing into it. Completely covered by a black, hooded cloak with a mask covering their face except for its four, entirely turquoise eyes and the glowing silver skin that could be seen, they stood up. There was a glare in their turquoise eyes as it looked from the hero to the culprit trying to steal whatever it was they had. Turning their head, this figure stood in front of Humungasaur as he stood up ready to go again but his attention turned to the black figure standing in his way.

With Gwen and Kevin having been subdued by this alien as well and now himself being taken down by one hit, he didn't know what this alien would be able to do that they couldn't. Standing there, unmoving and with a narrowed gaze at the opponent in front of the figure; a glowing silver hand moved out of the sleeve of the cloak with a sky blue colored something coming from the tips of their fingers. Gwen and Kevin made it over to Ben to help him to his feet as they watched this figure with curious gazes. Lifting the silver hand, turquoise eyes narrowed before five strings of sky blue shot from the tips of the fingers and about to go straight through the roughen when a pink shield protected him.

"Hey! What are you thinking?" Gwen asked with a glare on her face at what they were about to witness.

The black figure's hand dropped to its side as the body turned to face the three heroes, the mask and hood covering their entire face but their eyes, "He destroyed my food," a feminine voice replied under the face mask. Kevin made for the feminine figure, arm outstretched to take off her hood when a barrier of sky blue surrounded her to prevent him from touching her clothing. "Watch it human," her voice warned. Without a word to the trio she walked away from them with the hem of her cloak billowing around her feet.

"Wait!" Ben called out to her, pushing through Kevin and Gwen. She stopped. "What's your name?" he asked walking up to her.

"Ben! You can't be serious about asking her name when she just tried to kill someone over food," Gwen spat with a just tone and a hand on her hip.

Ben looked over at her and swatted his hand at her before going back to trying to learn of this mysterious figure that had helped them, "Please, despite those two I would like to know your name."

Slowly the female alien turned to face them, her eyes looking into Ben's; her eyes also shifting between the other two accompanying him, "Nothing." After answering him, she turned back around and walked away from them.

Gwen glared at the alien's back as she watched her leave. This girl wasn't a good person and she could tell; attacking to kill for something as trivial as food. She knew that wasn't right which caused her instant dislike of the girl, but something in her gut told her that this wasn't the last time they were going to see her. While Kevin didn't really care either way what this girl was like. If she had some fire to her, that was okay because he liked people (or aliens) that had a good fight in them; it showed character. Ben on the other hand, as he watched her go was thinking completely differently from the other two. He didn't think about what she almost did, he only thought about the mystery that surrounded this alien woman that made her seem more alluring. He wanted to know more about her; like what did she look like under the cloak? He walked over to the crook and picked up the item they had to deliver that had caused this issue.


	2. New Encounter

**A/N: I'm just so good that the second chapter came out the first day! I assure you, it is supposed to end the way it does for it to pick up in the next chapter. Anyhow! Enjoy.**

Ben Tennyson sat at Mr. Smoothie with a blue cup in hand as he watched the other teens and people coming and going as he relaxed. He had come from a game, Julie was sitting in front of him but he couldn't see her. His soccer team had won and this was how he was celebrating, but there was something on his mind that he just hadn't been able to get rid of. The girl he had met nearly a week ago. The most mysterious alien he had never met and for some reason the only one that he couldn't forget. Julie could tell that something was on his mind but knew even if she asked he probably wouldn't tell her what he was thinking about. Guys. After a long time just people watching, his eyes looked up to the sky that was a sunset setting and noticed something shoot across the sky. Watching it zip through the atmosphere, he watched a blue light appear over where he thought it crashed and instantly stood up.

"Ben, what is it?" Julie asked as her eyes followed him.

For a moment he didn't say anything but soon came to his senses, "Did you see that?"

See what?" she asked dropping her head to the side.

"Something just crashed into the city…" he paused, "Let's go check it out." He threw away his cup and grabbed Julie's hand, pulling her along a little roughly as he wanted to know what had fallen to Earth.

She yipped when she was pulled along before simply following him to where the object's crash site was. It took a while for the two of them to reach the site, but when they did thy saw a huge crater in the ground. In the middle of an abandoned part of the city, they were the only ones with whatever crashed into the earth. Inching closer to the edge of the crater, they couldn't see much through the cloud of dirt that was still dying down from the impact. Ben let go of Julie's hand and tried to see what was in the middle of the crater but lost his footing and ended up falling into the dirt.

"BEN!" Julie shouted as her visual of him disappeared into the cloud. She made her way closer to the edge, but careful not to fall in and tried to get a better view; but still couldn't see anything. "Ben are you alright?" she asked, hoping that in fact he was.

At the bottom Ben groaned as he got up, rubbing his head as it throbbed a bit from hitting it on the ground, "Yeah, I'm fine."

Looking around, he tried to see what was at his feet, but it was even harder to see within the thick of it. Shuffling his feet along the ground, he stopped when he felt something hit his foot and kneeled down beside it. Being so close to the object now, he could see that in fact it wasn't an object but rather a figure lying in the middle of the crater. Logically, Ben thought that this being was the cause of the crater. Looking over the figure, he noted that the cloak that covered the body looked to be the same one as the alien girl they had met earlier in the week. Reaching for it, Ben's fingers curled around the cloth that covered her glowing silver face and gasped as he pulled the cloth away. Her face was a flawless silver color with slightly full lips, four closed eyes, large, elf like pointed ears, and turquoise blue hair that was also glowing like the res of her body. He was so taken by her calm and beautiful features that Ben couldn't help but graze his fingers along her jaw line.

The sudden feeling against her skin made the silver skinned alien girl twitch. In a flash her bright turquoises eyes opened and looked over at Ben. When he noticed she was staring up at him, he was shocked and speechless. Her eyes narrowed into a glare as she shot her hand out and gripped onto his forearm with an impressive amount of force. He grunted softly at the force baring down on his arm as she sat up, still staring at him with an intense stare and her hood falling from her skull. Her elf like ears were far more prominent now that they were visible and her blue hair that looked like a mane of blue lights that seemed to be long enough to go through her cloak and the black star that lay smack dab in the middle of her forehead.

"What are you doing?" her voice was as harsh as stone as she asked her question with unwavering anger. How dare some lowly human remove the mask that covered her face!

"Nhn! Sorry…" Ben grunted as he began to cringe under the pressure. "Could you let go of me?" he asked through gritted teeth.

"No." her answer was short.

He winced when her grip tightened against his skin, "Ah! I'm really sorry!" he cried, "It was already half way ripped; curiosity got the best of me!"

Somewhat satisfied with his answer, she pushed his arm back at him with a snort, "Good enough."

Looking the human boy over, she got this feeling that she had seen him somewhere before. Her eyes narrowed slightly as she tried to place where she had seen his face. It was when her gaze fell onto the object around his wrist that she knew where she had seen him from. The Omnitrix. This had been the same boy she had encountered earlier at the rest stop where she had tried to kill an alien for destroying her meal but was stopped by the red headed girl with him. Ben Tennyson was his name, if she remembered correctly. Getting up from her current sitting state, she dusted off her black cloak and threw the hood over her head. Turning away from him, she dug her fingers into the dirt and began to climb the side of the crater when a voice called out to her. Without moving, she looked over her shoulder towards the brown haired boy.

"What?" she asked shortly.

"I never got your name," he replied as he got up and walked towards her.

"Ben?!" a girl's voice called out from above them.

The white skinned alien girl sneered, "That's cause I never gave it."

"Well what is it?" he asked, wanting to know more then anything he had wanted before.

With a groan, she hopped down from her perch on the side of the crater and walked up to him, placing a hand on her hip when she reached him, "Why do you want to know so badly?"

Ben stumbled for a few moments as he tried to think of a reason he would want to know so badly. He couldn't think of anything so he made something up, "Because you helped me the other day…" She had, but he thought that it was a poor excuse.

"What a pitiful reason," she agreed with his thought.

Without another word to him, she climbed the side of the crater, reaching the top and let her feet lift off the ground as she shot up into the air. Not wanting to lose her, Ben turned the dial on the Omnitrix and transformed into Jetray in order to catch up with her. Julie squeaked as she saw the two fly off, falling back in surprise at the sudden appearance of the two. Scrambling to her scooter, she tried to follow the red alien who was following a black cloaked figure. Looking over her shoulder, the mysterious alien woman scoffed with a glare before speeding up. She was fast! Maybe as fast as the Flash while running on the ground. It was so hard for him to keep up with her. He watched as she flipped onto her back midflight and sky blue, static like energy formed around her fists. Throwing her fists at him, the balls of energy flew at him which he dodged well enough.

"Stop following me!" she shouted at him with anger in her tone.

"Not until you tell me your name!" he shouted back in that high pitched, nasally kind of tone that belonged to Jetray.

"Why are you doing this for a name?!" she asked as she threw another ball of energy at him.

He didn't answer as his tail shot out a stream of lime green energy and exploded on impact with her own energy ball that she had thrown his way. The force of the blast caused both of them to be blown back; in opposite directions from each other. The girl's body slammed through a building or two before skipping along the ground to a stop. She got up and ran into the darkness to hide from the alien changing boy. Placing a hand against her chest, she breathed in the oxygen filled air around her and sighed in a relief when she knew he was no longer following after her. Reaching into her cloak, she pulled out a pendant that dangled around her neck as her hand was engulfed in static like blue energy. Seconds later, there was a flash of blinding light before she pulled up her hood and walked out of the alley.

* * *

Ben groaned as he trudged his way through the hallways of his high school. How could they expect him to function properly by giving him English as a first period class! When the first bell rang, he yawned big and continued to make his way to his English class. Before he walked into his class, he saw Julie who said hi and walked into her Biology class. Ben returned the greeting and slid into his class just as the last bell was ringing and took his seat. In the middle of the class, Ben placed his chin in the palm of his hand as he stared out the window with a bored look on his face. He could barely hear the other kids take their seats or his teacher walk in as he continued to look out the window and wish he were somewhere else. It wasn't until someone sat next to him that he even realized that he wasn't paying attention.

He turned to look at who had joined his English class. He found a blonde haired, blue eyed girl sitting next to him and upon further inspection he took notice to her tight, black, off the shoulder quarter sleeved shirt, the white and sky blue spaghetti strap tank top over it and her tight, straight legged jeans. She was pretty, but nothing compared to Julie. As he looked at her, he noticed that she was looking back at him with a weird look that made him slightly uncomfortable. With the uncomfortable feeling shooting down his spine, he shuddered and turned away from her. Although, even as he tried to pay attention to the teacher now starting his lecture, he could feel her still staring at her with a menacing stare. All through class this girl was staring at him and now it was starting to feel weird, like she wanted something from him.

Turning around to look at her he finally said something, "What?!" he whispered to her, "Why do you keep staring at me?"

She didn't say anything, just looked at his 'watch' and turned to face the teacher. For a moment he stared at her, thinking she was extremely creepy and also turned back to face the teacher. Finally, at the end of class, he shot up from his seat and quickly made his way out of the classroom, meeting up with Julie in the hall. Looking over his shoulder, he saw the girl slowly exit the classroom all by herself and huddled together like she was a small speck in the sea of teenagers. Her blue eyes flickered to the crowd and for a moment he thought that she was looking at him, but with all the people around it was hard to tell.

"Ben?" Julie's voice broke through his thoughts and he swung around to look at her.

"Huh?" he responded, looking at her with a clueless look.

She raised a brow, "Are you okay?"

"What…" he paused to take one last look and found the new girl gone, "Uh, yeah."

The two walked through the hall to the next class they had together, History. Oh the joy in high school classes! Even though two of his classes that started his day were boring and tended to cause him to fall asleep, his third class was P.E. and they were playing his favorite sport, soccer. Lucky for him, the new girl that had been in his English class wasn't in his History class, so he was creep free for at least one period so far. With his seat near the window in this class as well, he stared out the window and found his thoughts shifting to the creepy girl that had sat next to him in the class before this one. As he thought about her, his mind remembered a black and gold pendant that had been hanging around her neck and there had been something strange about it. It looked like there had been a blue star in the middle of it.

"Excuse me Mr. Tennyson," a dull male voice cut into his thoughts that made Ben turn, only to see his History teacher standing at his desk. "Is there somewhere else that is more important than learning American History?" he asked with a cocked brow.

'I could think of a lot of things,' Ben thought to himself before answering with a long sigh, "No Mr. Sickawitz."

"Good," Mr. Sickawitz snorted as he turned back to the rest of the class to continue teaching.

Five minutes later the bell rang again to signal the end of class. Both he and Julie left the class and while they split for their respective classes, Julie had Photography and Ben had P.E., Ben saw that creepy girl from his English class again. She was making her way towards the gym just like he was. This was his chance to try and understand why she had been staring at him in that uncomfortable way. Trying to be as sneaky as possible, he followed her towards the gym and watched as she walked by herself, ignoring the people around her. He had no choice but to wait until class started when she went into the girl's locker room and with a soft sigh, he made his way to the boy's locker room to get ready for gym class.

When Ben stepped out of his class he was met by a pair of big blue eyes staring straight at him, "AH!" he screeched, jumping back, slamming into the wall beside the locker room and staring back at her with wide green eyes. "Oh god, it's you," he breathed with a hand on his chest as he pushed himself off the wall.

"Why were you following me?" she asked with a glare, Ben finally being able to hear her voice. The tone sounded familiar to him, but he couldn't place just how it was familiar to him.

"What? Me, follow you? No way!" he tried to cover up the fact that he had by firmly denying it. Although with the slight stutter in his tone and the fact that he wasn't looking at her completely made it seem like he was lying. She crossed her arms under her chest as she cocked a brow at him, obviously not buying his lie.

Lucky for him, the final bell rang for class which meant the two of them had to get to class or risk being late. Not that it was super important that they were on time. Ben took the opportunity though and rushed to the soccer fields where gym class had been going on for about two and a half weeks now. The girl that had still remained nameless to him, followed with a slightly rigid demeanor and walked onto the field with the other thirsty or so students that had gym class now. As Ben took his spot on the field, he realized that he shouldn't have been so flustered a minute ago when it was her that should have been since she had been the creepy one. How had she turned the tables on him without even trying?!


	3. Vreedles

**A/N: So! Third chapter is up! Woohoo!!!!! Yeah, dumb to be excited. Anyways, I hope you enjoy it. R & R if ya want to**

The creepy girl, as Ben had dubbed her, took her place as she was told and just kind of stood on the field not doing anything. She looked like she didn't know what she was doing. Had she ever played soccer before? He watched her on the opposite side of the field, just standing there like she was completely out of place and uncomfortable. Her form was so rigid as she stood there with her arms crossed. When the whistle blew for the start of their class, Ben teased the ball away from his opposing classmates and began sprinting down the field with the ball being passed between his feet. The creepy girl was playing full back and as he came closer to her with the ball, the people on her team were shouting at her to take it from him as they tried to catch up to the soccer star. Finally uncrossing her arms, the girl let Ben get close to her before sticking out her foot between his as he was running, causing him to trip and lose control of the ball.

With a soft groan, he turned over onto his back and looked up at the blonde as she towered over him. She didn't move from her spot, not even to pass the ball; all she did was stick her foot out and continue standing where she was! Who was this girl? Jumping to his feet, he sent her a slight glare and ran to help his team. When her team scored a goal, the coach changed their teams up a bit; now this girl was a goalie while Ben was still playing the field. Again she just stood in one spot without moving and acted like this wasn't even interesting. As the ball was passed to Ben, he zipped up to her with determination in his eyes. She stood feet away from him with her arms crossed and that rigid stance that told everyone she didn't know what she was doing and yet somehow she was doing just fine without anyone telling her how to even remotely play the game.

Coming up to the goal, he stopped with his foot keeping the ball in front of him, "Why are you just standing there?" he asked.

"Am I to be doing something else?" she questioned back as she cocked a brow at him.

He gave her a weird look, "Do you even know how to play this sport?"

Her arms relaxed, "As I have observed, it is a team sport in which they battle each other for a sphere….If I have understood correctly."

"Uhh…" Ben gave her an even stranger look from what she had said. It wasn't anything a normal person would say, even someone from a different country because he was sure there were different variations of soccer in all countries. "Well, kinda yeah…" he answered.

Behind them there were screams from Ben's team as they shouted for him to score a goal on this creepy girl that was slowly turning into a weird, creepy girl. He turned to look back at her after looking over his shoulder and brought his leg back as far as he could. Green eyes flickered up to the girl and her blue eyes before his leg shot forward with the ball blazing towards her. Finally the girl budged and walked up to the angle the ball was flying towards and stuck out her hand. The ball hit her hand and she slapped it forward, which shocked everyone! The soccer ball fell at her feet and she gave the ball a kick of her own. Everyone arched their heads as the ball flew over them and landed only a foot from the goal in which someone on her team scored for her. Ben turned to her with a shocked look and all she gave back was a sweet smile and a shrug of her shoulders before walking away.

* * *

"So you're saying that this girl, whose never played sports before was able to block a ball from about five or so feet away and then kick it all the way across the field to score a goal?" Gwen asked as she, Ben and Kevin were sitting at Mr. Smoothie, enjoying smoothies.

There was the sound of sucking from Ben's end while he nodded, "Yeah! It was freaking crazy!"

Gwen raised a brow at him, "I doubt that," she countered as she took a drink from her own smoothie.

"Aw, Ben's just jealous because some girl is better than him at soccer," Kevin chimed in with a smirk.

"Am not!" Ben scowled at Kevin as he took offense to that comment before pouting and finishing off his third smoothie.

"Hey Ben…Where's Julie?" Gwen asked as she looked around for the Japanese American girl when he sat back down with them. He shrugged as a response in an almost non-caring way. "She's your girlfriend and you act like she's not," Gwen interrogated with a stern look of disapproval of his actions towards his girlfriend.

Ben looked over at her with a slightly irritated look, "She's at some tennis thing Officer Gwen, does that satisfy your curiosity?" Gwen glared at him which ended the conversation.

"I'll take you guys home," Kevin cut through the silence as he threw away his smoothie cup and stood up.

"I have to meet up with that creepy girl for our science class anyways," Ben sighed heavily as he sucked the last of the contents of his cup through the straw.

Both of his friends looked at him, "How many classes do you have with this supposedly 'creepy' girl?" Gwen asked.

"Uh, my English, P.E. and Science," Ben replied as he flopped into the backseat and named off the classes. He leaned over in his seat to get closer to his cousin and friend, "That's not even the really creepy part. All through my English class, she did nothing but sit and stare at me with this really weird look that just gave you chills."

When Kevin pulled up to Ben's house, they saw a blonde girl sitting in front of his house. Ben ducked behind the seat, out of the window view, "That's her!" he whispered.

"That's her?" Kevin asked as he looked across at the girl, "Not bad…" he nodded a bit as he stared at her, which earned a glare from Gwen. Kevin sat up straight and looked straight in front of him like he was in trouble.

Gwen looked over her shoulder at her cousin, "Ben, when were you supposed to meet her?"

"About an hour ago," Ben replied still slumped down in his seat.

"Ben!" Gwen shouted in disbelief, "You left that girl sitting outside your house for an hour? And you used us to try and stay away from her!" With a frustrated growl Gwen got out of the car and hauled Ben out as well, forcing him to go up to the girl with her. Ben stood beside her with an irritated pout as Gwen smiled her usual smile to this stranger, "I'm sorry about my cousin, he can be a real jerk sometimes," she told the girl.

The girl stood up as they had approached and watched as the red head spoke to her. Her eyes drifted between the two before finally resting solely on Ben's cousin. The blonde pushed some hair behind her ear, "It is alright, I am not…offended," she replied slowly, no sign of any kind of emotion on her face but her voice held plenty.

"By the way, I'm Gwen. What's your name?" Gwen asked since she doubted Ben had even bothered to ask.

Blue eyes looked to green, "I am Averi…" she introduced before turning to Ben, "I did not mean to come unannounced. I was in the belief that we were to begin our project tonight, I must have been mistaken," she told him as she stepped between the two and started walking away from them.

Gwen glared at Ben before slapping his arm hard. He winced, rubbing his shoulder before groaning and jogging after Averi. The two walked for a moment before she came walking back with him towards his house. Gwen smiled at them as she got back into the car and Kevin and her drove off towards her own house.

* * *

"I am…not understanding," Averi's voice piped up as she stood on a field with Ben standing in front of her and his right foot holding a soccer ball, "Do I not take the ball to the enemy's goal?" she asked tilting her head to the side just a bit.

Ben stared at her with a raised brow, "Uh…yeah you do but you have to kick the ball there, not pick it up and take it," he tried to make her understand for the third time. He seriously didn't understand Averi when she talked sometimes; it was so different from everyone else.

He had taken to teaching her how to play soccer after she had asked him while they worked on their science project. They had become acquaintances in the week time that they had been forced to be around each other, while the other week they spent learning about soccer so she could understand their P.E. class better. Averi seemed so out of place everywhere she went and Ben couldn't help it anymore. He still found her to be weird but at least they were getting along and he was no longer trying to avoid her constantly. Ben still didn't know anything about her because she didn't talk much, but she was really nice and he liked that about her. The two of them had even hung around Gwen and Kevin and occasionally Julie would be with them too. Gwen and Julie really seemed to like her the most, which sort of baffled the boys; but then again they just didn't understand girls.

Ben sighed heavily as the ball came rolling back towards his feet, "Why don't we take a break for now," he said as the extremely recognizable green and black muscle car came pulling up to them and night have begun to settle.

Gwen got out of the car and let the two slide into the back seat, "How was the practice?" she asked as she got back in.

"Interesting…" Ben commented as he placed the ball on the floor of the car with his foot on top of it.

"It seems that I am not a very good soccer player. I am not understanding the supposed simple dynamic of this game," Averi told as she looked at Gwen from over the seat.

"She really isn't, but she's getting better," Ben chimed in again. Suddenly there was a screech of tires and everyone was jerked forward, Ben smashing his nose against the back of Kevin's seat, "Ow! Kevin what's the deal?" he asked rubbing his nose.

"Vreedles," he answered as his eyes didn't leave the yellow repo ship in front of them.

The three heroes got out of the car, telling Averi to stay inside as they took care of this. Of course, the girl couldn't help herself and got out with them, standing by the car for a bit of cover from the fight that would probably ensue. As she got out, she saw two blue skinned aliens; one was skinny and the other was bigger in both height and width and wore yellowish jumpsuits and matching caps. Her blue eyes looked over at the three that stood in front of the nose of the car as a sort of protective shield; probably so she wouldn't get involved. With guns out, the Vreedles as they had been dubbed walked out of their ship and confronted Ben and his friends. Averi didn't pay attention to what they were talking about until the skinny one pointed in her direction.

"We want the star," the skinny Vreedle commanded in his deep, gruff voice and with a scowl on his blue face, "So you better give it. Otherwise the Athyrians won't pay us!" Averi's hand covered the pendant that hung from around her neck and took a step back, her gaze darting around nervously.

"Hey, why don't you two get lost because whatever you're here for you're not getting it," Ben said, stepping into the view of Averi as a type of shield.

"And who are the Athyrians?" Gwen asked with her head titled to the side.

Octagon Vreedle scowled a little deeper, "People you don't want to mess with."

The bigger Vreedle didn't want to talk any longer and took out a rather large gun, aiming it at the blonde haired girl. There was a soft yelp from her in surprise but just as it was fired a pink bubble formed around her. Gwen shot out a grapple of pink energy, grabbing the gun and throwing it aside. The shield around Averi dropped and a fight began between the five of them. She watched as Kevin removed a mask from his face to show what he looked liked under it, Gwen threw pink orbs, while Ben tinkered with the green watch on his wrist before becoming a large but stubby alien with round yellow plates on his white and black body. Her eyes widened as she watched the fight while backing away from them. She shouldn't be here. It was a very bad idea for her to be here! Spinning around quickly, Averi ran away from the group; she had too, it was the only way to keep them safe, to keep them all safe!

Running through the concrete jungle, Averi threw herself in a narrow dead end alleyway and slid to the ground, "I never should have come here…" she mumbled to herself as a hand ran through her hair.

* * *

"Where do you think she could have gone Ben?" Gwen's voice echoed from the speaker of his cell phone.

"Man I don't know, I hardly know anything about the girl," Ben complained as they split up to look for Averi. It seems she had mysteriously disappeared in the midst of the fight with the Vreedle brothers. There was a mumbled from the other end of the phone, "Shut up Kevin!"

"Well let's regroup, I can track her energy," Gwen spoke up after having elbowed Kevin in the arm. There was a mutual click from each of their phones.

* * *

"Do you have anything of hers?" Gwen asked while looking at her cousin who had decided to grab a smoothie while they met at the smoothie shop.

Ben inhaled his dairy drink, "Does it look like I would have anything of hers? I mean, I've only known her for like two weeks," he replied.

With an irritated look, Ben was soon surrounded by Gwen's pink powers while her own eyes had turned the same color, "Then I'll just use you," she snapped in frustration, not understanding why he was so hostile towards the girl. She actually found Averi interesting and fun to be around.

"Wait Gwen!" Ben protested as he was taken from the ground. Her concentration broke at Ben's voice and he was dropped, "Maybe we should talk to Grandpa Max first, find out more about these Athyrians before going to look for Averi."

Kevin stepped up beside Gwen, "I actually agree with him. We should know what we're going to be up against."

Gwen sighed, "Alright."

The three of them got into Kevin's car and drove off to the lakeside they knew that Max was now residing at with the Rustbucket. It took a good hour before they could see the rusty old motor home sitting relaxingly on its perch. Pulling up, they each got out of the car seeing the door open, but no obvious signs that anything was wrong. He must just be enjoying the scenery. Ben, Gwen and Kevin walked over to the door, Ben announcing their presence and earning a happy reply from their grandpa and mentor. As usual, Max offered them some off the wall kind of food, to which they declined; their stomachs very thankful to that. He then asked them why they were gracing him with their presence to which they all went quiet. Something about this subject seemed to unnerve them a little. Maybe it had to be with the way that Octagon had told them that the Athyrians weren't people they would want to mess with; he had such a foreboding tone that even for idiots, they had rattled them.

"Grandpa, do you know anything about a blue, eight pointed star?" Ben asked.

Max was quiet for a moment as he thought about Ben's question, "No can't say that I do…"

"Well what about Athyrians?" Gwen chimed in next.

Instantly Max froze and turned to them rigidly with an ominous aura around even him, "How do you know about them?" he asked in a serious tone that they had never heard from him before, even when asking about Ragnarok.

Gwen's eyes sparked pink momentarily, "Hey, she's here…"

"What?" Ben and Kevin said in unison.

"There's no way she knew we were here. She doesn't even know about this place…" Ben tried to reason with his cousin.

Gwen placed her fingers to her temples, "She does though….and she knows about Grandpa Max…." she paused and her face contorted as she focused in on Averi, "Something isn't right."

The four of them ran outside the Rustbucket, all of them on edge and ready for something to happen.


	4. Spring Fling

**A/N: So I'm really getting into this story. I was originally trying to do it for Justice League; didn't work out ot well. Somehow though, it is working better as a Ben 10 fic. I have been wanting to put up my OC's story for a while now and I'm glad that I'm now able to! Anyhow, enjoy!**

The sound of panting could be heard from Averi as she ran through the thick brush of lakeside forest, with the whirling sound of engines behind her. The ground around her shook around her as laser blasts tried to hit her. Rhomboid and Octagon Vreedle had found her in her aimless wandering and had begun pursuing her through the city before she led them away from innocent people. With each blast, she tried to speed up but found that she was becoming increasingly tired. Placing her right palm against the bark of a fallen over tree, she threw her body over it and continued running before it blew up behind her. She closed her eyes tight as a whimper escaped her throat before she opened her eyes and tripped over a sharp rock. Tumbling over herself, she skid to a stop on her stomach before scrambling to her feet and just barely dodged a nearly fatal shot from the repo-men. There was a yelp from her as she jumped over a gaping hole in the ground and skidding around a large wall of rock, her fingers digging into the dirt at her feet to keep her from falling over. Her feet splashed into the lake as she heard a loud crash from behind her and only guessed that they had run into the wall she had just avoided. Thinking she was in the clear, she began to catch her breath when she heard their grumbling voices behind her. A red light passed by her midsection before she was running again with them on foot behind her. Averi stumbled out of some bushes to see Ben, Gwen, Kevin and an older man standing before her.

Panting, she pulled herself to her sore feet, "Chasing…he-help…"

The three looked up to see the Vreedles coming out with guns drawn, "Hand over that there star!" Octagon commanded.

"I don't think so," Ben replied with a slap to the Omnitrix. Coming to Averi's aid was the twelve foot tall Vaxasaurian, Humongousaur.

Resting behind the quartet, Averi watched as the huge alien rushed the brothers with Gwen and Kevin behind him. Letting go of a rather large breath, she hung her head and collapsed to her knees, with her arms holding her up. When she looked back up, she could see all over them fighting again, and winning. She heaved a dry breath and stood up slowly to see a blue hand around her pendant. Her eyes got wide and she looked up to see the larger brother standing in front of her with his gun pointed at her and about to rip the necklace off her. Gwen caught sight of this and ran to help her.

She grabbed onto his wrist and placed her other hand against his chest, "Please, remove your hand!" she pleaded as she tried to pull away without damaging the necklace.

"This belongs to us," he grunted as he began to struggle with her.

Averi slid her fingers under his hand, wrapping around the pendant, "No!" she screamed and threw a closed fist into his chest which sent the alien flying back, well past the fighting group. Everyone saw what she had done and stared at her shocked.

"Whoa," Octagon said amongst the silence. Kevin glanced at him and sucker punched him with the Morningstar that formed where his fist was.

With the Vreedle brothers subdued, Max turned to her with a glare, "Who are you!?" he shouted, pointing his plasma gun at her. She instantly threw up her hands with a surprised look.

"Grandpa!" Ben shouted as he reverted back to his human form.

"I am Averi Hall," she replied softly as she stared at the barrel pointed at her face. With her hands still held in the air, he pointed at him, "You are…Max Tennyson correct?"

He shoved the gun further into her face, "How do you know about me?" he interrogated further.

Ben stepped in front of him, "Grandpa! Stop this, she's just a girl from my class…." Ben paused, "Wait, how do you know about my grandpa?" he asked turning to her.

"Plumbers," she stated with a shrug of her shoulders. "Please, I am not the enemy," she added, referring to the gun pointed at her head.

Max dropped the gun and all five of them piled into the Rustbucket for her to start explaining why the Vreedles want her necklace so badly. She painted a story of how her parents were Plumbers and helped a race known as Xynotheans and as a reward they were given the necklace which held a star from their galaxy. The star just so happened to be a former king of the planet Athyria and they must have been angered by this action by the Xynotheans. The next questions to be asked were how she was able to fend off the Boid Vreedle with a single punch. She played it off to alien heritage; saying that she was also indestructible and able to hover for long periods of time or fly short distances at light speed before her body would strain and she would be knocked unconscious. No longer was Max suspicious of her.

* * *

"What is a 'Spring Fling'?" Averi asked Gwen as the two girls sat at a table at Mr. Smoothie while Kevin and Ben were grabbing the four orders. It was a beautiful, sunny Saturday and all four of them had decided on a day out.

Gwen looked over at her with a questionable look, "What are you talking about?"

Averi flicked a piece of dirt off their table with a curious look of her own, "A Spring Fling. It seems there is a kind of…" she paused, trying to find the right wording, "Courtship at our academy." She turned her attention back to Gwen, locking gazes with her.

"Oh! You mean a dance," she said finally realizing what the girl across from her was trying to say. Before answering, she took a glance towards Ben, "It's a dance that schools hold during certain times of the year, and the Spring Fling is a spring dance."

"Dance?" Averi tilted her head to the side, "I do not believe I understand what you mean by this…dance."

She was so strange! "It's were you…" she paused trying to think of the proper definition, "Uh…," she snapped her fingers and smiled when she finally thought of it, "It's when you rhythmically move your body to music and you usually do it in pairs."

"So I am to find a partner for this, dance, as well?" she asked with the curious look plastered on her features.

Ben and Kevin finally sat down beside them, handing them their respective smoothies hearing Averi's question, "What are you talking about dances for?" Kevin asked.

With Averi squealing happily over her carrot, wheat grass, mango and peanut butter smoothie, Gwen had to answer, "Averi was asking me about the Spring Fling at their school."

"We're having a dance at school?" Ben asked, completely oblivious to this fact.

"Apparently so," Gwen answered, once again seeing Averi not lightening up on her smoothie. Her taste was just as weird as Ben's when it came to smoothies, if not weirder.

"Maybe that's why Julie was making such a big deal the other day…" Ben muttered as he continued enjoying his smoothie.

With her smoothie in hand, Averi quite listening to them talking and enjoyed her beverage. She had never tasted anything so delicious in her life! Soon there was a bickering match between Ben and Kevin about something she didn't understand and went back to ignoring them and drinking her smoothie. Not long after, Gwen offered to take her shopping for the dance if she wanted to go. This made her stop drinking so quickly as she thought. Was she supposed to dress up for the dance as well? There were so many weird customs on Earth that she just didn't understand. Not wanting to be rude to her friend, she nodded in agreement to allow what Gwen had called 'a girls day out'. Averi only wondered what that meant.

Later that afternoon, Gwen and Averi were dropped off at the mall thanks to Kevin. If is hadn't been for the sound of slapping against the ground, Gwen wouldn't have even asked, but it had. Looking over at Averi to see her wearing the same white, hooded tank top and short denim shorts that she had been wearing earlier and she asked just why she wasn't wearing any shoes. Averi replied that she felt shoes were to confining and that it was hard enough to wear them during school. She added that she barely understood the need for clothing, for it too was restricting.

"So Averi, who do you plan on asking to the dance?" Gwen asked as they sat in the food court of the mall and got a bite to eat before the rest of the day was consumed with shopping.

Averi looked up from the big bite she took from a cheeseburger that she had smothered with chili cheese fries and soy sauce. After finishing her bite, "I did not think about it. I do not know any people past you, Kevin, Ben, Julie and Max."

"Hm, well Ben is probably going with Julie, if you want you can ask Kevin," she smiled her always confident smile, "The guy is a little on the stiff side though," she added as she took a bite from a salad she was eating. "I mean, no one should go to their dance alone. Let alone their first dance," she added.

"That is very kind of you Gwen," Averi smiled back.

The two of them finished their food and were up and looking around the shops for a dress that Averi could wear to the Spring Fling. Gwen had told her she should get something that was spring oriented and they tried on dresses together so Averi wouldn't feel so uncomfortable. The two didn't just try on dresses, but a whole mess of random clothes that they both found interesting. She didn't know how, but Averi was able to buy some of the clothes that they liked as they shopped. The two girls laughed and bonded all day long as their girl's day continued. They found that Averi loved pretzels and ice cream, and had a hostility towards the Easter Bunny working at the mall. She called the rabbit 'a fuzzy monstrosity of warmth and egg laying'. Gwen didn't get it, but she had no choice but to wrangle her in a few times as they passed him. Each time they passed by the Easter Bunny display, Averi would freak out and chase after the mascot, whether a child be on his lap or not. Half of the day was spent with her chasing the poor guy around, no matter where she saw him, and the other was spent with them shopping like they had originally intended. Gwen found that she was surprisingly fast and nimble for a rather naïve girl.

* * *

The Spring Fling was tonight and a lot of the kids at Ben's school were scrambling about to get ready and ignoring their studies. It was the Friday before spring break and as kids would, they just couldn't keep their minds on their school work. The night before, Ben found out that Julie wouldn't be able to go to the dance because she was being dragged to a family outing for spring break, which left Ben dateless after Julie asked him to the dance. Well, at least he didn't have to get dressed up for a dumb dance now. That was until Averi finally caught up with him.

"Greetings Ben," Averi greeted when she saw him in the hallway, a smile on her face.

Ben shut his locker and looked back at her, "Hey," he greeted back.

Averi leaned against the metal lockers with a nervous look upon her face, "I am aware that Julie will not be attending the courtship tonight…" she said softly biting into her bottom lip.

"Yeah….so?" he questioned quirking an eyebrow her way as he leaned against his locker door.

"Well, I was inquiring as to whether or not you would…" she paused to poke the tips of her fingers together, "Never mind." Averi spun around quickly and stuck her foot out to begin walking away when she felt a hand on her shoulder.

"Wait a sec," Ben said as she turned back around to face him and his sly smirk, "Were…you about to ask me out on a date?" he asked, still wearing the smirk.

She jumped back with a surprised look and a blush tainting her cheeks, "That is…preposterous!" she exclaimed, waving her hand in front of her nonchalantly. Ben crossed his arms across his chest unbelieving. "There was…no one else," she sighed heavily.

There was a laugh from his end, which only made Averi feel weirder about asking him, "Sure, I was gonna go anyways," he finally said with a smile and a shrug.

"Oh glorious!" she exclaimed happily, her eyes lighting up, "I shall be at Gwen's home." Averi skipped away from him, happier than ever to be going to such a strange event.

* * *

It was only an hour and a half until the dance and Averi was as nervous as ever, "Gwen, I do not think I should attend this courtship tonight."

"Dance, and yeah you should," Gwen said coming up behind her to finish her hair. "Ben asked you, I think it was nice of him," she added as she fidgeted with the hair piece being put in Averi's long blonde hair.

Her eyes flickered to the floor, "He did not, I did. Gwen, you just do not understand…" she paused when she felt Gwen stop and looked into the mirror. Her hair had been put into a flat ponytail with a pearl laced barrette that Gwen had placed in her hair, while her make-up had been done flawlessly to enhance her natural beauty. It was a spring dance, so there was no need to be super formal.

"What am I not getting?" Gwen asked as she backed away so Averi could get out of the chair.

"I…I do not belong here…" she paused as she looked to the ground for a moment, shifting her gaze back up at the red head, "Gwen, there is some news I must inform you of…"

Averi was cut off when the chime of the door bell rang through the house, "Hold that thought, Ben's here," she said running down the stairs to greet her cousin.

The blonde sighed heavily and turned to the long mirror that was in the bathroom of the Tennyson household. Her gaze turned to the mirror with a sorrowful look in her crystal blue eyes. "How am I to ever tell them?" she asked herself quietly as her silver shimmering hands rested on the granite counter top.

"You ready?" Gwen's voice came from the door with a smile on her face, "Ben's waiting downstairs for you, and I gotta say, he does look pretty good."

Gwen ushered Averi to the stairs and jogged down them to stand beside Ben as the blonde came to the edge of the top step. Ben gasped when he saw Averi in her strapless white dress, with the hem that made an upside down 'V' in the middle of her thighs, growing longer in the back and the blue, sheer lace that covered the white and wrapped around her arms. Her necklace made it appear that it was a halter dress when it wasn't and her white heels. Gwen had dabbed her shoulders, hands, face and legs with silver body glitter; not enough to be over done, but enough to give her a glow effect in light. He had to admit that she was a true vision! He watched her as she walked down the stairs, staring at him as he stared at her, biting her bottom lip in nervousness. She had never done anything like this before and she felt strange about doing it.

"You look…amazing," Ben breathed as she reached the final step and locked gazes with her. Ben was just dressed in a casual suit that his dad had helped him with.

She blushed, "Thank you. You look…" she paused and looked over at Gwen for a split second, who smiled to her, "Quite dashing."

* * *

The screams of the teens and teachers at the dance echoed in the gym as they scrambled to get out alive. Vilgax had struck another attack on Ben and the two were currently duking it out in the dead middle of the gym, with Averi helping escort people out of the gym. One of the teachers grabbed her by her tiny waist as they left and she fought against him, screaming for Ben as she saw the squid like alien getting the best of the hero. Glaring in frustration, she turned to the teacher that dragged her way and struck him in the face with her fist. He was knocked unconscious as she ran back to the gym to help her friend. When she reached Ben, he had reverted back to his human form and was lying near unconscious in a crater where Vilgax was about to strike him dead. Her feet lifted a few inches off the ground and with a sonic boom screaming behind her, she was in the way of Ben and Vilgax. He threatened to kill her and when she didn't move, he aimed to kill her.

A punch was thrown at her and she didn't even flinch. Her almond eyes narrowed dangerously as she looked unharmed from the attack; not even a scratch on her. His eyes began to glow brightly before shooting beams at her, which bounced off her indestructible body. He threw his arms down on her and she stretched out her own, catching him with little effort. They played war for a moment, her incredibly strength being more than a match for the super powered alien before pushing him back. As she hovered between the two, her body contorted as she threw an uppercut to his jaw. The power of the blow sent him flying through the roof.

"Ben?" she breathed as she turned to the fallen hero and dropped to his side. Her hand touched his cheek, "Ben, please awaken." He began to stir under her when his eyes opened, they widened in fright. A giant hand grabbed the end of her dress and threw her across the gym, through a three walls, two of which had lockers on them and ripping her nice dress.

"The Omnitrix will be mine Ben Tennyson," Vilgax roared as he approached a nervous Ben.

Averi groaned as she pushed aside rubble, "That was painful…" she mumbled as she dusted herself off and stood up. She threw her head up when the screeching of high pitched, piercing screams reverberated off the walls. Looking through the hole she had created, she saw a group of small white aliens surrounding Vilgax with a wall of what she could only guess was sound.

As she came back to the gym, she saw Vilgax retreating. Ben would have collapsed if she hadn't caught him in time. He looked to be hurt, but even so, he told her he would be fine. She walked him outside and let him sit on one of the benches around the gym building. He asked her if she was alright and she commented with a nod and a smile. Flopping down beside him, she placed her hands on her knees, staring at them.

"I'm sorry," Ben sighed as he looked out at the wrecked building.

She turned to look at him, "For what?" she asked. She didn't understand why he was apologizing.

"Gwen told me this was your first dance and because of who I am, I ruined it for you," he replied, not bothering to look at her as his gaze then fell to his feet.

"Ben…" there was her voice and a gentle touch guiding his head to turn to her. She was smiling softly at him and it all happened so quickly as she leaned in, touching her lips to his. Ben was so surprised by the act that he froze against her touch.

When he regained his composure, he gently pushed her away, "You do know I have a girlfriend right?" he asked with a raised brow, his hand still gently resting on her shoulder.

She scooted to the other end of the bench, huddling together, "I am…apologetic. It seems in the few weeks we have known each other, I have grown accustomed to you. I do not understand it either, so please don't ask me to explain." Her gaze dropped as she let her hands lie in her lap lifelessly.

"I think this ends our date tonight," he sighed heavily as he stood up, feeling rather uncomfortable now. He had a girlfriend and now he finds out that Averi liked him too. If he understood what she said correctly.

She didn't try and stop him as he walked away and left her sitting on the bench in her tattered dress. She felt even more out of place than before now. Raising her head, she stared at the stars that littered the night sky and sighed heavily. Her gaze stayed on the sky for a long time when her eyes spotted a fiery glow shoot across the sky. When a bright glow came from her pendant, she gasped lightly, returning her gaze to the sky. Following the trail of light, she saw it land on the outskirts of the town with a big flash of fiery light. Her head dropped as her fists tightened against her knees; crystal tears dripping onto the back of her hands.

"No…" she whispered as she shook her head, "It can not be happening," she prayed to herself as the blue star within her pendant continued to glow before finally dying.


	5. Discoveries

**A/N: Wow! Been a long time coming. Like months and I'm sorry for that. Anyways, to make up, I'm uploading 2 chapters. Enjoy!**

Averi stood on the edge of the crater that had been created by the impact of what had been flying through the sky. Below her feet she saw a metal ship sitting that the very middle of the crater. She wore a nervous look on her face as she stared down at the alien craft, desperately not wanting to investigate the crash sight. Of course, she had no choice if she wanted to make sure. Jumping down into the massive crater, she skid to a stop at least four feet away from the ship and walking closer to it. It didn't look like it had been tampered with in anyway. It still looked perfect, with only minor dents from entering the atmosphere and crash landing into the earth; which was common. Bringing her hand up, as she walked up to the alien craft she stretched out her arm and within at least a foot of the metal, her hand sparked. Soon after the spark around her hand, her human flesh began to melt away to reveal a silver glowing hand and with a gasp, she quickly withdrew her hand to her chest.

"No…" she breathed, backing away from metallic ship and as she did the flesh that had disappeared, reconstructed itself around her glowing silver hand.

Getting out of the crater, she ran away from it, praying that whatever was inside wouldn't awaken. She didn't want to get involved. Wanting more than ever to pretend that what had landed on Earth was nothing. And that's what she would have done if she didn't realize that with who Ben and his friends were, it was only a matter of time before they came to investigate the ship. She shut her eyes tightly, her body lifting off the ground and zipping back into town. Averi had to keep her friends safe, if what she thought was going to happen, would.

/

Gwen and Kevin had noticed that the last couple of days had been awkward between Averi and Ben and they couldn't figure out why. The only thing they had learned about the night of the dance was that Vilgax had attacked and if Averi hadn't been there, Ben might have not survived this latest encounter. They saw that the two didn't really talk much and that Averi was much quieter than she normally would be. Normally she was busy asking questions about different things that she didn't understand which they all found weird for a girl who lived on this planet, but never questioned it. For the most part Ben was the same except when having to directly interact with Averi; then he seemed a little uncomfortable. Averi was the same way, except she seemed jumpy and just all together distanced herself from them. When she would help with aliens there seemed to be a look of relief on her face each time.

"I just heard about a ship crash landing in the desert," Kevin said as he walked up to the other three from his car.

The last remnants of smoothie were sucked through the straw, "Then we should check it out," Gwen said as she tossed the empty cup in the trash.

The four piled into Kevin's car and drove the twenty miles to the desert. The whole ride there was quiet and almost seemed strained. Averi sat in the backseat with Ben, nervous and staring out the window with a lost look in her eyes. Her fingers tapped against her knees nervously as they neared the site of the crash, her knees beginning to shake as well. She desperately wished that they didn't have to investigate! If it could have been helped she wouldn't have come along, but they had asked her to be apart of their team because of her powers. She sighed heavily and continued to stare out the window as they drove through the desert. It hadn't taken long to get there, but with her zoned out staring it had seemed like it had. When she snapped too, the sound of Gwen's voice was calling to her before the red head jumped into the crater.

"Gwen, no!" she shouted as she rushed out of the car and ran up to the edge. Obviously Gwen, or the boys, hadn't heard her because all of them were at the bottom of the crater with the ship.

"Aren't you coming?" Kevin called up to her.

She took a small step back, "No, I am quite comfortable where I am." She wanted to stop Gwen from touching the ship, but she didn't want to be anywhere near it either.

Gwen stretched out her hand and let her palm touch the cold metallic surface of the still ship. There was a surge of some kind that came from the ship and Averi could feel fear well up inside her. It was about to come! Everything she didn't want would soon be here. The ship began to glow brightly before exploding apart, sending the three out of the crater, even blowing Averi back from her spot. A small fragment of the ship sliced across her cheek, cutting it open, as she flew back. The small blonde landed on top of Ben's Omnitrix, a tiny unseen speck of blood, from her cut, dropping onto the faceplate.

The sound of Ben's voice sprang to life in her ear, "DNA code acquired."

When she heard the Omnitrix talk in her ear, her eyes flashed open and she scrambled off his arm. Grabbing hold of his wrist she saw the green glow only for a moment before it died away and a new glow replaced it. Sitting up in a better position, she blocked the light from her eyes and turned to face the glow just as the others were coming to and doing the same as her. Her jaw dropped and her eyes widened as she let her arm fall to her side at the sight before her. All four of them saw a male energy being floating in front of them, with an orange body, large pointed, elf like ears, one red four pointed star on his chest, the other on his forehead, four red, pupil less eyes and long matching red hair that danced around his shoulders. Averi's body began to tremble at the sight of him as realization struck her, hard. There was no escaping what she had caused now. It had begun and it would end in disaster.

"Kanjarless g'norfic hoetiss," the alien's voice breathed menacingly as he raised his arms and red, sparking energy formed around his fists.

"Uh, do you know what he said?" Kevin asked Ben and Gwen, who shook their heads in response. In a split second, before they could properly react, a stream of this alien's red energy was shot at them. Quickly Gwen put up a shield to protect them.

"Levohs Anodite," he hissed angrily that his attack had been stopped when he saw the pink bubble in his way.

Averi stood between the alien and the trio, a different aura around her. Clenching her hands into fists, she glared up at the floating energy being, "Orzick foon'qwk bavjos'x Aza g'narkk!" she screamed up at him.

Ben leaned over to Gwen, "Did you know she could speak alien?" Gwen shook her head. The alien retaliated to whatever she said by once again attacking them with his red energy.

"Translating," the Omnitrix said between the rubble, now casting a bubble around them so all of them could understand what this new alien was saying.

"Hey, that was uncalled for!" Ben spoke up with a glare.

Four eyes cast themselves upon the hero, "And what could a lowly human do about it?" he asked.

Ben was done with this talking, it wasn't going anywhere peaceful. Turning the dial on the Omnitrix, he saw something he hadn't seen before and slapped his hand down upon the dial. With the oh so familiar green glow, Ben was transformed into a new alien. When the glow had died away, the being that stood beside them looked like Ben but also like the alien across from them, only his body was black, the Omnitrix faceplate where the star on his chest should have been, green, pupil less eyes, a green star on his forehead and short, glowing green hair that blew around like the wind was unable to leave his hair. There was a gasp from Averi while Gwen and Kevin just looked stunned.

"Blastfire," Ben's lowered, beastly voice hissed.

Averi placed a hand over her mouth, "Oh Ben…" she whispered to herself. The alien glared at him and didn't waste time in attacking the newly formed Ben. Blocking the attack, Ben engaged the alien in battle.

"What kind of alien is Ben now?" Gwen asked Kevin since he seemed to know the most about aliens and the many different species.

He shrugged his shoulders, "Dunno."

Averi never took her eyes off him as she watched the fight, "He has become an Athyrian…" she answered.

"What? How do you know that?" Kevin asked.

"That is what the other is," she replied. She turned to the two, "We must change Ben back. It is dangerous for him to stay like that."

"He'll change back when he's done, no worries," Gwen said, knowing her cousin. He wasn't the type to let power go to his head; his ego maybe but that was it.

Averi turned back to the fight, "I hope you are right," she mumbled.

After another ten minutes of fighting, Ben supposedly beat the alien; watching his glow fly across the sky and disappear. He floated back down to his friends and when they told him to change back he just stared at them. Kevin and Gwen grew slightly nervous when Ben didn't say a word and raised his hand, green energy forming around his fist. Averi stepped between him and the duo, acting as a shield since she couldn't be harmed. Ben didn't bother wasting much time by shooting a blast of his green energy at them. The three were thrown back from the force of the blast, with Averi's necklace being torn off her neck in the process. There was a flash of white light before Gwen and Kevin could see a sight they never would have expected. The girl they knew as Averi was in fact an alien! She floated in front of them with a silver glowing body, a black star on her chest and forehead, four, pupil less turquoise eyes, a good six feet tall and flowing sky blue, glowing hair that was as long as her entire body. Her gaze dropped to her form and she looked shocked. She brought her knees up to her chest and placed her hands out in front of her face, inspecting every inch of herself. Her secret had been revealed.

"You're an alien?" Kevin asked through the silence finally.

She turned back to them, "I…I tried to inform you…AH!" she was cut off by a blast of green hitting her and pushing her back a little. She swung around with a glare in her eyes, "In my current state Ben, I am far stronger than you. I would surrender now before you are hurt," she hissed.

"Try me," his voice finally spoke with a smirk coming to his black lips.

She growled and jetted over to him in a flash, landing a right hook to his jaw that sent him reeling back a good five feet. There was a growl from Ben before rushing her and the two engaged in their own battle. Ben did most of the attacking, while Averi tried to reason with him; even knowing that it was pointless. What they didn't know was that Gwen was on the phone with Max as this fight was going on, informing him that Ben had become an Athyrian and that Averi had lied to them and she was one too. As they flew around in the sky, one blue light and one green light, the two on the ground just watched. What could they do? After seeing Averi's display of strength and durability, how would they be able to help in anyway? The two of them could probably withstand a nuclear blast in their current state. There was a large blast of green and Averi was sent speeding to the ground, digging her own crater when she landed. Pulling herself out, there was a scream of a sonic boom before she was off the ground and right in front of Ben. Restraining him, she pushed the faceplate of the Omnitrix and he reverted back to his human form, although unconscious.

She floated back down to Gwen and Kevin, setting Ben gently on the ground. Flying over a few feet, she picked up her necklace and placed her feet on the ground, clasping the necklace around her neck. Another bright flash came from her before she was the same blonde that they knew.

"I…I am apologetic that I never said anything," she began as she walked back to them. Ben had begun to stir, enough to hear them talking.

"You've been lying to us this whole time!" Gwen spat with anger at being lied to.

Ben stood up, "Who's been lying about what?" he asked groggily.

"The blonde, she's not who she says she is," Kevin stated quickly, glaring at her as well. Ben looked over at her and her small stature.

"What are you talking about?" he asked, not getting it.

Gwen placed her hands on her hips, "She's an Athyrian. And that alien you just turned into is one too."

"You must understand!" she cut in, trying to plead her case, "I do not wish to be a savage any longer. You do not know what it is like on my planet and I have heard such wondrous stories of Earth…"

"You've been lying to us all!" Ben shouted in the middle of her sentence. "I want to know why I was attacking my friends," he demanded an answer, crossing his arms defiantly. He had watched the fight through the same four eyes, but it was like his body had a mind of its own and wouldn't listen to him.

Averi hung her head and sighed, turning away from them, "Athyrians have been classified as the most dangerous race because they are beings that thrive on fighting, anger, savagery and the like. We are a worrier's race that has no such feeling of compassion. The closest we have to such a thing are comrades. We are not much seen because we are forbidden from leaving our planet on orders by the Plumbers."

In the distance, Averi caught a glimpse of the Rustbucket and backed away from the trio. Taking a quick glance at them and locking gazes with Ben, she then disappeared in a flash with the sound of a scream the only thing she left behind. They were going to turn her over to their grandfather; she couldn't have that, she wouldn't! As she flew far away from them, she felt the sting of tears in her eyes again and wiped them away. They no longer liked her, all because she had kept her former life a secret. Maybe Earth was not the place for her...


	6. Power Trip

It had been weeks since they had last seen Averi, if that was even her real name. They all still seemed on edge about what they had found out and in losing a person they considered a friend. It was hard. She had actually done a great deal for their team and now that she was gone from their lives, it was hard to just move on. But life returned to normal after spring break, Ben and Gwen going back to school, the three of them fighting off aliens and the usual Mr. Smoothie run. Although, they had all noticed an uptick in alien activity, even more so then usual. They had even forced Ben to promise to never use Blastfire ever again, fearing that he might lose his humanity, just like Gwen if she were to ever return to her Anodite form. And after weeks of nothing from Averi, they finally had heard about her.

"You're never going to believe who I heard about today from one of my contacts," Kevin said as he sat down with Gwen and Ben at a table in front of Mr. Smoothie.

"Who?" Gwen asked curiously.

There was a silence from him, "Averi," he answered, watching the reaction Ben gave.

Ben shot up from his seat, "Where?" he shouted.

"Calm down there hotshot," Kevin cooed, "She's in the next town."

"What!" he continued to fuss. Something they had also noticed, Ben seemed even more jumpy than usual. They had this weird suspicion that he might actually like her.

"Ben, calm down," Gwen cut in with her soothing tone, "Besides, Grandpa Max said not to get involved with her and I think he's right. After what happened to you while in that alien form…"

Ben grumbled as he sat back down, sticking the straw from his cup in his mouth. Ignoring the two beside him as they started their own conversation, Ben thought he saw Averi's pendant and got up from his seat. When they asked where he was going, he told them he'd be right back and left without another word. There was a brunette that he noticed wearing what looked exactly like Averi's necklace! He shouted at her to get her attention and when she turned to look at him, she began running from him. So Ben pursued her. When she rounded a corner, he rounded it only a moment after her and saw that she had accidentally cornered herself. He watched her swing back around to face him with her long brunette hair, crystal blue eyes and…Averi's pendant!

"Where did you get that necklace?" he asked firmly, pointing to the obsidian stone with the blue star within it. The girl didn't say anything as her fingers ran across the necklace. "I'll ask one more time. Where did you get that necklace?" he asked again with the same tone.

She sighed softly, "Ben…" she spoke, dropping her gaze to the ground.

"Averi?" he breathed in response. Her formed changed back into the one that he knew and that's when he knew for a fact that it was her! "Where have you been these past few weeks? We really could have used your help," he began speaking a mile a minute, so happy to see her.

In the time she had been gone, he had time to think about them being apart. He noticed that since they worked on their science project together, they hadn't spent much time apart and that all her strange ways were the best thing about her. He loved the fact that she was so different from other people. She was kind hearted, curious about everything, a little naïve but she was also fun. He liked the fact that she knew about his secret and was able to fight by his side and he didn't have to worry about if she would survive or not, because he knew she would. She was strong in all possible ways and the things that she didn't know were actually really funny. And in the time they hadn't been together, he found that he had feelings for her. Clichéd probably, but when did he ever really care about things like that. He still liked Julie a lot, but he wanted to explore this alien girl; finding a life with her would be more exciting. Maybe this was how a lot of people that had relationships with aliens felt.

"Ben, you must understand…" she had started talking as he zoned out, "Ben?" she tapped a finger against his forehead with her head tilted to the side and her famous curious look plastered upon her face.

"Huh? What? You were saying something?" he stumbled as he returned to the real world.

She nodded, "I am not a good person to be around currently. Bad things are about to happen. If they sent a bounty hunter like Roteth to Earth after just receiving a tiny signal from my technology…."

"Whoa, whoa, whoa," Ben cut in with his hands up, "You know the guy that was attacking us?"

She nodded again, "I do. He is a personal bounty hunter for my father and the one my father wishes for me to betroth," she answered, looking away from him.

Ben's eyes widened at the last part of her statement, "What? You're supposed to marry that crazy guy?" She nodded in response.

Averi was about to speak up again when they heard screams coming from the street. The two of them ran to the source and found none other than Roteth attacking the entire structure, not caring if he harmed any people. Kevin and Gwen were helping people while also attacking him, and not doing much damage to him. Ben turned to Averi and asked if she would help. She replied with a 'no', but Ben pleaded that she was the only one strong enough since he had promised never to transform into Blastfire again. Against her better judgment, she followed Big Chill into the fight. When the two of them appeared, Gwen and Kevin were shocked to see Averi back in town and in toe with Ben. Roteth manifested his energy as a flamethrower and blasted all four of them, with Gwen protecting them with a shield of her own energy.

"Insignificant humans!" he roared as he continued to try and kill them.

Gwen faltered under the pressure of trying to keep up with his movements, "We have to do something fast! I can't keep this up."

Big Chill flew around the protective barrier and flew straight through Roteth, freezing him instantly, "That should hold for a while," his frigid words breathed from his mouth. Gwen dropped her energy and sighed heavily, catching her breath.

While they relished in their minor victory, Averi continued to watch Roteth with a weary gaze and seeing the red energy falling towards Gwen. "Look out!" she shouted as she tackled Gwen out of the way, just in time to get impaled by a giant block of red. It smashed Averi into the ground, with the cement cracking under the weight.

"Averi!" Big Chill called as the three of them watched as Roteth laughed, breaking free from the ice prison.

"Do you think such weak attempts can subdue me, worthless human?" he laughed after he broke free from the icy prison and held the block in place. He wanted to make sure they understood what they were up against, and killing their friend would do just that. "What the…?" he muttered as a rumbling sound was heard from below him.

"I do not…like…being smashed!" Averi shouted between breaths as she pushed the rather heavy block of energy above her head and stood up. "Gwen! I am not at full strength, please remove my jewelry," she called over her shoulder to the girl. A grapple of magenta pink energy came around to her necklace and ripped it from her neck. There was a blinding flash before the energy was dropped.

"Hah! Did she give up?" he laughed, feeling the weight fall back to the earth. The red disappeared as he looked for signs of her pancake body. Nothing.

There was a tap on his shoulder and he whipped around to see a silver fist connect with his cheek. From the force of the connection, there was a loud _BOOM_ and he was sent colliding into the ground below them! The Athyrian dropped down a few feet, to hover beside Big Chill and watch the hole that she had sent Roteth to lie in. While she was beside him, Big Chill noticed that in the sunlight she was glowing even brighter than during the night, but it could have just been because of the light. The ground quaked beneath Gwen and Kevin before a blast of red shot out at Averi, throwing her to the ground.

"You will die for that vermin!" he howled angrily as he shot up from his dirt bed. He was readying himself for another attack when he saw her silver and blue form through the dust. He lowered himself, "Princess?" he questioned as he looked on.

Blue energy was thrown behind her back as she got up and turned quickly to look at the fiery being, "I am no longer a Princess!" she screamed and jumped off the ground, a crater forming under the pressure of the force she used to propel herself into the air.

A sky blue covered fist connected with his chest; using her own energy to make her attack even more powerful. While he was still falling to the ground, her blue energy was shot from her hands to grab hold of him, throwing him around like a ragdoll. Her anger fueled onslaught continued for an amount of time that no one was keeping track of. The trio was getting a first hand look at how brutal Athyrians could be by watching this. Averi hit every spot that could be considered a weak point, attacking it with both her massive strength and blasts of energy. Finally their fight was coming to an end as Roteth was hurled towards the ground. Averi's silver body slammed on top of his orange one and began throwing jabs to his face that sounded like thunder rolling through the sky as each one hit. With each punch she landed, she exhaled a shrill scream of anger before her fist was lit with sparking blue power, like electricity. She drove her fist straight through his chest and they watched as red mixed with her silver body before he disappeared from sight and she was left on her knees in the hole she had created. The three of them walked over to her, Ben now back in human form.

"Averi…?" Ben said quietly as he reached out for her.

"Do not touch me!" she baked dangerously at them as she swung around and hissed, her four eyes narrowed into slits. They backed away from her, nervous that she might end up attacking them. A moment later, her gaze softened, along with the rest of her body, "I am…forgive me. That sort of thing happens when Athyrians absorb energy from other Athyrians; for a moment or so, we become much more aggressive."

/

"Averi…" Ben's voice cooed as he focused on the blonde girl in front of him. She had told them her real name after they found out that she was not just an Athyrian, but the Princess. Even so, they all preferred to call her by the human name she had come up with for herself. Well, Gwen and Kevin were okay with it when they forgave her.

Blue eyes shifted to look across the picnic table that separated her and Ben, "Hm?" she tilted her head to the side with a straw between her lips. The two of them were at Mr. Smoothie; where else did Ben ever go?

"Well, it's been nearly a month now and I wanted to know if you'd teach me how to use Blastfire," he suggested, fingering the straw that protruded from the top of his cup. There was a long silence from her end of the table, even as he stared her down and he thought she would say no, especially with the look she was giving him.

She set her cup down, "Your first lesson is to remember what I have said before…" she said as she slid up from her seat and walked to the trash to throw it away.

Ben gave her a strange look and quickly followed her when she began to walk away, "Hey, wait a sec! What's that mean?" he shouted after her.

Her half ponytail styled hair swayed behind her blue tank top as she walked further away from him. The whole time they were walking, with Ben trying desperately to keep a proper pace with her, she hadn't said a word through his questions and protesting for her to slow down. Averi gave him a sly smirk for his persistence, but still didn't say anything. He followed her to the beach, where the waves were rolling onto the sand, creating foam at their feet. She walked all the way to the shore line, allowing her feet to be coated in the white, salty foam and smiled at Ben from over her shoulder. He came around to face with a confused look as to why she had led him here of all places. Ben was even more confused when she ripped the necklace from her neck to return to her alien form.

"Why are we here?" he asked, tilting his neck just a tiny bit since he was almost as tall as her.

He watched as she rose from the water and circled around him as she spoke, "You wished to understand Athyrians correct?" he nodded, "Then I will teach you."

"Awesome!" he exclaimed excitedly as the green ball of fire hologram appeared on the Omnitrix.

"Ben no!" she quickly grabbed his hand just inches before he slapped the dial, "You will not learn as Blastfire."

"Huh?" he dropped his left arm and looked completely confused, "How will I learn anything then?"

She gently place her glowing hands on his shoulders, "Please, sit and I will show you."

He cocked a brow, "You want me to sit in the water? Without a bathing suit?" he asked skeptically.

"What is a bathing suit?" she asked, tilting her head to the side. She shrugged it off when he gave her a weird look, "Yes, I require that you sit in the water; it will give you a better understanding."

"You are so weird," he muttered as he flopped into the water, feeling his clothes begin to soak it in instantly and making him feel uncomfortable.

She floated behind him, "Now close your eyes and relax; feel the wind across your skin, the water tug at you clothes." Arching her body over his head, she watched as he closed his eyes and exhaled a breath. With a smile she circled around him again before stopping in front of him and crossing her legs Indian style, "Your second lesson is the power of Athyrians. We are energy beings…"

"Like Anodites," Ben cut in.

"Shush!" she snapped, with which he flinched while smiling, "But yes, we are much like Anodites. While we have our own life energy that we can utilize, we are able to harness the energy around us," she paused and released her body from its sitting position to get closer to Ben, "Take a moment to understand what is around you. Feel the water that flows under you, the wind that blows around you, the darkness that curtains you and the sound that hits you," she whispered in his ear.

After a moment, she heard him take in a deep breath of oxygen and exhale it slowly, "I…I can feel it," he responded.

"Good," she smiled with a court nod, "That energy is something that Anodites are unable to accomplish. While they are very powerful because they draw their energy from life, which in itself is very powerful, we draw our energy from the elements around us, which is just as powerful. This power is corrupting…" she trailed off as she was once again floating in front of Ben, "Please, give me your hands."

Ben opened his eyes and held up his hands, "Why?"

Averi grabbed his hands, facing his palms up and stared at his green eyes, "You will see…" she replied as a tiny green glow lit up in front of him.

"Whoa!" he exclaimed as his gaze shifted to the light, which disappeared a second after he did. "What was that? And how did you do it?" he asked, looking back up at her as she pulled away from him.

She smiled, "That was your own life energy, I helped you see it by manipulating both of our energies," she answered, placing her necklace back around her neck.

He jumped up and hugged the blonde in excitement, "That was amazing! I could feel it for a second, all that energy flowing. Man, that is what Gwen must feel all the time. It's so awesome!" he let go of her and gave her a giant smile.

She giggled, "Come, let us venture home."

"Wait, the carnival is still open at the pier, why not hang out there for a while and finish our date," Ben suggested as he pointed over his shoulder to the pier that was still alit with different lights. Averi nodded and the two were off running towards the carnival that was set up at the Bellwood pier.

/

"Sir, it is definitely coming from Earth," a voice stated coming to kneel before a throne.

The being on the throne stood up from their seat, their body snow white while their eyes were black, "Then we shall bring Princess Aza home and show her justice!" he shouted as he threw his fist down in the air.

"Bazl-ek," a female voice cooed from beside the black and white energy being.

"What?" he hissed as his attention turned to the female voice, seeing a glowing magenta pink body with four purple eyes and matching glowing hair.

She raised her arm and as she extended her palm, a purple stream of energy shot out at the male being, "Let me finish before you snap at me Bazl-ek," she hissed right back as she walked up to his slowly rising form, "I agree, we must bring our daughter home. I suggest we contact our sun for their troops and launch an invasion."

"I knew there was a reason I agreed to our courtship Zenila," he replied as his four black eyes narrowed with the smirk that couldn't be seen on his pure white lips.


End file.
